« 上一頁繼續 »
& 32. Extension of corporate existence.- Any domestic cor. poration at any time within three years before the expiration thereof, may extend the term of its existence beyond the time specified in its original certificate of incorporation, or by law, or in any certificate of extension of corporate existence, by the consent of the stockholder's owning two-thirds in amount of its capital stock, if not a stock corporation, by the consent of twothirds of its members, in and by a certificate signed and acknowledged by them and filed in the offices in which the original certificates of its incorporation were filed, if at all, and, if not, then in the offices where certificates of incorporation are now required by law to be filed, and the officers with whom the same may be filed shall thereupon record them in the books kept in their respective offices for the record of such certificates, and make a memorandum of such record in the margin of the original certificate in such book, if any, and thereupon the time of existence of such corporation shall be extended, as designated in such certificate, for a term not exceeding the term of which it was incorporated in the first instance. If the term of existence of any domestic corporation shall have expired and it shall be made satisfactorily to appear to the supreme court that such corporation was legally organized pursuant to any law of this state, and that through mistake it shall have issued its bonds payable at a date beyond the date fixed in its charter or certificate of incorporation for the expiration of its corporate existence, and such bonds shall be unmatured and unpaid, the supreme court may, upon the application of any person interested and upon such notice to such other parties as the court may require, by order, authorize the filing and recording of a certificate reviv. ing the existence of such corporation, upon such conditions and with such limitations as such order shall specify, and extending such corporate existence for a term not exceeding the term for which ii was originally incorporated. Upon filing and recording such cortificate in the same manner as certificates of extension of corporate existence duly issued before the expiration of the existence of a domestic corporation is authorized by law to be filed and recorded, such corporate existence shall be revived and
extended in pursuance of the terms of such order, but such revival and extension shall not affect any litigation commenced after such expiration and pending at the time of such revival.
If a corporation formed under cr subject to the banking law, such certificate shall not be filed or recorded unless it shall have indorsed threon the written approval of the superintendent of banks; or, if an insurance corporation, unless it shall have indorsed thereon the written approval of the superintendent of insurance; and, if a turnpike or bridge corporation, it shall not be filed unless it shall have indorsed thereon or annexed thereto a certified copy of a resolution of the board of supervisors of each county in which such turnpike or bridge is located, approving of and authorizing such extension.
Every corporation extending its corporate existence under this chapter or under any general law of the state shall thereafter be subject to the provisions of this chapter änd of such general law, notwithstanding any special provisions in its charter, and shall thereafter be deemed to be incorporated under the general laws of the state relating to the incorporation of a corporation for the purpose of carrying on the business in which it is engaged, and shall be subject to the provisions of such laws.
$ 33. Conflicting corporate laws.- If in any corporate law there is or shall be any provision in conflict with any provisions of this chapter or of the stock corporation law, the provisions 80 conflicting shall prevail, and the provision of this chapter or of the stock corporation law with which it conflicts shall not apply in such a case. If in any such law there is or shall be a provision relating to a matter embraced in this chapter or in the stock corporation law, but not in conflict with it, such provision in such other law shall be deemed to be in addition to the provisions in this chapter or in the stock corporation law relating to the same subject matter, and both provisions shall, in sucii case, le applicable.
(Where the provisions of the membership corporations law or the religious corporations law and the provisions of the general corporation law are consistent both are applicable, but, if inconsistent, the provisions of the membership and religious corporations law shall prevail. Gee Oelbermann v. N. Y. & N. R. R. Co., 77 Hun, 332.]
8 34. Laws repealed. Of the laws enumerated in the schedule hereto annexed, that portion specified in the last column is repealed. Such repeal shall not revive a law repealed by any law bereby repealed, but shall include all lawas amendatory of the laws hereby repealed.
$ 35. Saving clause.-- The repeal of a law or any part of it specified in the annexed schedule shall not affect or impair any act done, or right accruing, acorued or acquired, or liability, fenalty, forfeiture or punishment incurred prior to May 1, 1991, under or by virtue of any law so lepealed, but the same may be a-sartel, enforced, prosecuted or inflicted, as fully and to the same extent as if such law had not been repealed. All actions and proceedings, civil or aiminal, commenced under or by virtue of the laws so repealed, and pending on April 30, 1891, may be prosecuted and defended to final effect in ine same manner as they might under the laws then existing, unless it shall be otherwise specially provided by law.
§ 36. Construction.— The provisions of this chapter, and of the stock corporation law, the railroad law, the transportation corporations law, and the business corporations law, so far as they are substantially the same as those of laws existing on April 30, 1891, shall be construed as a continuation of such laws modified or amended according to the language employed in this chapter, or in the stock corporation law, the railroad law. the transportation corporations law, or the business corporations law, and not as new enactinents.
References in laws not repealed to provisions of laws incorporated into the general laws herein before enumerated and repealed, shall be construed as applying to the provisions so incorporated.
Ncthing in this chapter or in the other general laws hereinbefore specitied shall be construed to amend cr repeal any provision of the Criminal or Penal Code or to impair any right or liability which any existing corporation, its oflicers, directors, stockholders or creditors may have or be subject to or which any such corporation, other than a raflroad corporation, had or was subjcct to on April 30, 1891, by virtue of any special
act of the legislature creating such corporation or creating or defining any such right or liability, unless such special act is repealed by this chapter.
[See, also, statutory construction law, $ 36.]
$ 37. Law revived. - Chapter three hundied of the laws of eighteen hundred and fifty-five, entitled "An act to incorpcrate the Baptist Historical Society of the city of New York," which was inadvertently repealed by the transportation corporations law, is revived and re-enacted, and shall be of the same force and effect as if it had not been repealed.
[This act was repealed by mistake in 1890 and revived in 1892.)
$ 38. When notice or lapse of time unnecessary.- Whenever under the provisions of any of the corporate laws a corporation is authorized to take any action after notice to its members or after the lapst of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if sucli action be authorized or approved, and such requirements be waived in writing by every member of such corporation, or by his attorney thereunto authorized. (Added by L. 1895, ch. 672.)
[This section is new. It authorizes the stockholders, by unanimous consent, to waive il notice required to be given to them by law, or to waive the lapse of time required by law before certain action is taken.]
§ 39. As to acts of directors.– Whenever, under the provisions of any of the corporate laws, a cua praticn is authorized to take any action by the agreement or action of its directors, managers or trustees, such agreement or action may be taken by suck directors, regularly convened as a bcard, and acting by a majority of a quorum, except when otherwise expressly required by law or the by-laws of the corporation, and any such agreement shall be executed in behalf of the corporation by such officers as shall be designated by the board of directors, managers or trustees. (Added by L. 1895, ch. 672.)
[This section is new and authorizes the directors regularly convened, as a board and acting by a majority of a quorum to act for the board.]
$ 40. Alteration and repeal of charter. The charter of every corporation shall be subject to alteration, suspension and rerepeal, in the discretion of the legislature. (Added by L. 1895, ch. 672.).
New. This provision although in the Revised Statutes, was not inserted in the Constit:ation until 1816. The provision of the Revised Statutes was repealed in 1890. It has been deemed advisable to re-enact it.]
SCHEDULE OF LAWS REPEALED. Revised Statutes...
.Part I, chapter 18...
1$21... 1822. 1836... 1836.. 1838... 1838... 1838...
18.16... 1817.... 1817.. 1817.... 1817... 1817... 1817..
270... 272. 287.. 398. 404.